General Licensing Conditions for Use of the Content Available on the Website: planete-carlin.paris

1. ACCEPTANCE OF THE GENERAL CONDITIONS

1.1 The present general conditions determine your right to use photographs, illustrations, animations, videos, films, and other content made available by Carlin on planete-carlin.paris (hereafter, the “Site”) or in any other manner.

1.2 When you check the box marked “I accept” at the end of this document, or indicate your agreement in any other way, you accept the present general conditions and agree to be subject to all of their terms, including the clauses of the Terms of Use of the Site. If you act in the name and on behalf of your employer, your client, or any other entity identified as the user account owner, you acknowledge that you have the power to engage the responsibility of said employer, client, or entity. If you don’t have this power, or you refuse the terms of this document, do not accept these general conditions, and do not download any Content.

If you are acting in the name and on behalf of your employer, your client, or another entity, you acknowledge that:

you are acting as an authorized representative and you have the power to engage the responsibility of said employer, client, or entity; andif your representative authority is contested, you will be responsible for any failure on the part of the employer, client, or entity to honor the terms of the present general conditions. Nothing in this section shall free you from your payment obligations of the various Content usage fees.

2. DEFINITIONS

2.1 “You” means you or, if you act in the name and on behalf of your employer, your client, or the member account owner, “you” means the employer, client, or account owner;

2.2 “Carlin,” “we,” or “us” means the Carlin International Group, société anonyme with a capital of 220,000€, registered with the Paris Registre de commerce et des sociétés under the number B 331 153 221, and having its siège social at 79 rue de Miromesnil, 75008 Paris (France), as well as the subsidiaries of the Carlin Group;

2.3 “Content” means any Flash file, film, or image, vector image, drawing, illustration, animation, video sequence, visual or audio representation, whether electronic, digital, or generated by any other means, or any other medium or element that you download from the Site, as well as any digital notebook, minutes, or other report available on the Site, and any relevant documentation.

2.4 “Site” means the “planete-carlin.paris” site.

3. SCOPE OF THE LICENSE

By virtue of this agreement, Carlin grants you a worldwide, non-exclusive, non-transferable license, which may not be sub-licensed. It does not allow you to use, display, manipulate, or reproduce Content belonging to Carlin, in whole or in part, on any type of media or by any means, for any purpose. All other rights relating to the Content, including but not limited to copyright and other intellectual property rights, are reserved by Carlin or the Content provider, as the case may be.

Carlin agrees to make the digital book available to you on its Site during a period of two years, starting the day they are officially launched . Beyond this timeframe, Carlin shall not be held liable for the unavailability of any digital book.

Carlin reserves the right to revoke or modify the granted license and to replace the Content with similar content for any reason. In case of such replacement, the present license automatically applies to the replacement Content, and the replaced Content license is automatically terminated, except as regards existing products.

4. PROHIBITED USES

The use of all or part of the Site Content is prohibited in the following cases:

electronic or digital models for resale or any other type of distribution, online or otherwise, including but not limited to website models, Flash models, business card models, electronic models, or brochure models;

use or display of Content on websites or other places meant to incite or imply the sale, license, or any other type of “on-demand” product distribution (specifically if a third party selects the Content in order to personalize the customized product), including but not limited to postcards, mugs, T-shirts, posters, and other objects (including customized websites and other similar sites);

use of the Content for goods or services for resale or distribution when the Content itself is the main value, including but not limited to cards, stationery products, paper products, calendars, clothing, posters (printed on paper, canvas, or any other medium), or other objects for resale, license, or any other type of commercial distribution;

use of the Content as an element of a trademark, design, commercial name, company name, service mark, or logo;

making a product containing the Content available to the public in such a way that the Content may be extracted, accessible, or reproducible under an electronic file form;

use of the Content that is considered pornographic, obscene, immoral, defamatory, or calumnious, or which might infringe upon the rights or the image of any person or property, as determined by law or according to reasonable criteria established by Carlin;

reverse engineering, decompiling, or disassembling the source code, in whole or in part, if it is included in the Content ;

removal or modification to any notices of copyright, trademark, or other mark of ownership, or any other copyright management data or metadata, displayed or integrated in the Content in any way;

sublicensing, resale, rental, loan, sale, gift, transfer, or any other type of distribution of the Content or of the rights granted by the present general conditions;

installation or use of the Content in several places at once, or publishing a copy of the Content online on a network server or internet server to allow third parties to use it;

use of or display of the Content in an electronic format that would allow it to be downloaded or shared via a peer-to-peer system or other file sharing system;

reproduction of the Content on a social networking platform to allow third parties to use it for commercial, promotional, marketing, advertising, or merchandising purposes.

5. PROHIBITED USES AND TERMINATION

5.1 Any use of the Content that is not expressly authorized by the present general conditions constitutes a violation of intellectual property rights and authorizes Carlin to pursue any of its prerogatives in order to enforce its rights.

5.2 Carlin reserves the right to terminate the present general conditions and use of the Site in the following cases:

if you use the Site Content, in whole or in part, in an unauthorized or prohibited manner;

if you don’t pay the Fees due, specifically subscription Fees, in the time frames noted on any document that may inform you of your payment obligations;

if you violate any of the clauses of the present general conditions or of the Terms of Use of the Site

6. DURATION OF THESE GENERAL CONDITIONS

6.1 Validity of the general conditions

6.1.1 The present general conditions remain in effect for the entire duration of the Content use.

6.1.2 Carlin may terminate the present general conditions without notice or indemnity if you fail to respect any of the clauses of these general conditions or of the Terms of Use of the Site.

6.2 Obligation to stop using and to delete the Content

Upon notification by Carlin, or if you are aware of Content being the subject of a real or potential legal proceeding for infringement of the rights of a third party, for which Carlin could be held responsible, you must immediately and at your own expense:

stop using the Content;

delete the Content from your place of business, computers, and electronic or physical storage systems; and

ensure that any person to whom you have transmitted the Content, including but not limited to your internet service providers, does the same. Carlin will provide you with replacement Content (selected by Carlin based on its reasonable commercial judgment) at no additional cost. The replacement Content will be subject to these general conditions and the Terms of Use of the Site.

7. LIMITATION OF GUARANTEES

7.1 Carlin offers no guarantees about the use of names, images of persons, brands, commercial identification elements, logos, trademarks, patents, or works of art or architecture represented in the Content. Consequently, it is your responsibility to determine whether authorizations are necessary for the planned use of the Content. It is your responsibility to obtain any required authorizations.

7.2 Despite all reasonable efforts on our part to classify the Content into the most relevant category and to give it appropriate keywords, title, and caption, Carlin does not guarantee the accuracy of this information. Furthermore, Carlin does not guarantee the accuracy of the metadata that may be provided with the Content.

7.3 THE CONTENT IS PROVIDED “AS-IS” WITHOUT ANY TYPE OF EXPRESS OF IMPLIED WARRANTY OF CONDITION, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR ADEQUACY FOR ANY PARTICULAR USE.

CARLIN DOES NOT GUARANTEE UNDER ANY CIRCUMSTANCES THAT THE SITE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR FREE OF ERRORS. YOU AGREE TO ACCEPT ALL RISKS RELATED TO CONTENT QUALITY AND PERFORMANCE. IF THE CONTENT IS DEFECTIVE, YOU (AND NOT CARLIN) ASSUME ALL RISKS AND COSTS RELATED TO REQUIRED CORRECTIONS. SPECIFICALLY AND WITHOUT LIMITING THE GENERAL SCOPE OF THE AFOREMENTIONED, IF YOU DOWNLOAD A FILE IN ANY FORMAT WHATSOEVER, CARLIN DOES NOT OFFER ANY GUARANTEE ABOUT THE CONTENT RELATIVE TO PROPERTY, OR LEGAL, TECHNICAL OR OTHER REQUIREMENTS.

8. INTELLECTUAL PROPERTY AND COPYRIGHT

8.1 Intellectual Property

All the images and other Site Content, as well as the Content selection and organization, are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and treaties (collectively, “Intellectual Property Rights”). Any unauthorized use of any Content may constitute a violation of Carlin’s rights, of the present general licensing conditions, and of the Terms of Use of the Site. Unless otherwise explicitly stated in the present general licensing conditions or in the Terms of Use of the Site, Carlin does not grant any explicit or implicit authorization to use any Content. Other than what is provided for in the present general licensing terms or in the Terms of Use of the Site, you agree to not copy, reprint, frame, link to, download, transfer, modify, adapt, use as the basis for derivative works, rent, lend, sell, attribute, distribute, exhibit, stage, license, or sub-license the Site or its Content. Furthermore, you agree to not use any data mining tools, robots, or other means of data or image collection or extraction in relation to the Site or its Content.

8.2 Third-Party Intellectual Property

8.2.1 Certain elements of the Content protected by copyright, trademark, patent, trade secret, or other intellectual property rights or treaties (collectively, “Intellectual Property Rights”) belong to third parties. In such cases, the source is noted. These Content elements are included in the Site for informational purposes only. Unless you have obtained prior written permission from the third parties who own the Intellectual Property Rights for these Content elements, Carlin does not grant any explicit or implicit authorization to use these Content elements. You agree to not copy, reprint, frame, link to, download, transfer, modify, adapt, use as the basis for derivative works, rent, lend, sell, attribute, distribute, exhibit, stage, license, or sub-license these elements. Furthermore, you agree to not use any data mining tools, robots, or other means of data or image collection in relation to the aforementioned elements.

8.2.2 Except as specifically permitted in these general conditions and in the Terms of Use, Carlin offers no rights and makes no guarantees about the use of personal data that may be visible in visual Content, music, or other audio content included in videos, trademarks, drawings, digital notebooks, packaging, copyrighted creations, artwork or architecture represented in all visual Content. Carlin possesses model or owner authorizations only when this is expressly indicated on the Content, material, or Site.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

CARLIN, ITS AFFILIATES OR CONTENT PROVIDERS, ANY OF THEIR RESPECTIVE DIRECTORS, ADMINISTRATORS, EMPLOYEES, STOCKHOLDERS, PARTNERS, OR AGENTS SHALL NOT BE HELD RESPONSIBLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT OR INDIRECT DAMAGES, OR ANY OTHER DAMAGES (INCLUDING LOSS OF PROFITS, ACTIVITY INTERRUPTION, LOSS OF COMMERCIAL INFORMATION, OR ANY OTHER FINANCIAL LOSS) RELATING TO ANY CLAIM, LOSS, DAMAGE, ACTION, JUDICIAL PROCEEDING, OR ANY OTHER PROCEEDING RELATED TO THE PRESENT GENERAL CONDITIONS, INCLUDING BUT NOT LIMITED TO YOUR USE OF OR ACCESS TO THE CONTENT, IN WHOLE OR IN PART, OR ANY RIGHT GRANTED TO YOU BY THE PRESENT GENERAL CONDITIONS OR THE TERMS OF USE OF THE SITE, EVEN IF CARLIN HAS BEEN INFORMED OF SUCH A CLAIM, OR THE ACTION IS BASED ON A CONTRACTUAL MOTIVE (INCLUDING GROSS NEGLIGENCE), INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, OR ANY OTHER LEGAL MOTIVE. NO PROCEEDING RELATED TO THE PRESENT GENERAL CONDITIONS, IN ANY FORM OR OF ANY TYPE, MAY BE UNDERTAKEN BY YOU OR ON YOUR BEHALF MORE THAN TWO (2) YEARS AFTER THE APPEARANCE OF THE MOTIVE CAUSING SAID PROCEEDING.

NOTWITHSTANDING THE OTHER CLAUSES OF THESE GENERAL CONDITIONS, CARLIN CANNOT BE HELD RESPONSIBLE FOR ANY DAMAGES, COSTS, OR LOSSES RESULTING FROM MODIFICATIONS YOU HAVE MADE TO THE CONTENT OR FROM THE CONTEXT IN WHICH YOU USE THE CONTENT.

9.1 Electronic Storage

For all Content delivered in electronic form, you must retain the copyright symbol, the Carlin name, the Content identification number, and any other information that may be contained in the electronic file that contains the original Content. You must ensure that there is an effective firewall so unauthorized third parties cannot access the Content.

9.2 Removal

Carlin does not, under any circumstances, guarantee the permanent availability of the Content and/or of Content collections for the Duration of the present general conditions or the Terms of Use of the Site. Carlin may, at its sole discretion, terminate the license of certain Licensed Content and/or of certain Content collections.

9.3 Applicable Law and Jurisdiction

The present general conditions are subject to and interpreted by French law. The Parties agree that sole jurisdiction is that of Paris, including in interlocutory procedures or warranty appeals.

9.4 Severability

If one or more clauses of the present general conditions or Terms of Use of the Site is deemed unlawful, illegal, or unenforceable in any manner whatsoever, the other clauses remain fully in effect. The aforementioned clauses shall be modified as necessary to their execution.

9.5 Disclaimer

No action by either Party, other than an explicit written renunciation, may be interpreted as a renunciation of any of the provisions of the present general conditions or the Terms of Use of the Site. Delay on the part of either Party in exercising one of its rights or prerogatives, and the partial or isolated exercise by either Party of one of said rights or prerogatives, cannot prevent the later exercise, or the more complete exercise of the same rights or prerogatives. The disclaimer concerning a right or prerogative at a specific time cannot be interpreted as opposition to exercising the same right or prerogative at a later date.

9.6 Totality of the General Conditions

Provisions may only be added or removed in writing, accepted in writing by the Parties or their legal representatives, or electronically sent out by Carlin and accepted by you or your authorized legal representative. The preceding terms notwithstanding, Carlin reserves the right to modify the provisions of the present general conditions at any time, and you agree to be subject to these modifications.

9.7 Acknowledgement of the Document and of the Terms of Use of the Site

YOU ACKNOWLEDGE THAT YOU HAVE READ THE PRESENT GENERAL CONDITIONS, YOU UNDERSTAND THEM, AND YOU HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL COUNSEL BEFORE ACCEPTING THEM. IN EXCHANGE FOR THE PROVISION OF CONTENT BY CARLIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE PRESENT GENERAL CONDITIONS. FURTHERMORE, YOU ACKNOWLEDGE THAT THE PRESENT GENERAL CONDITIONS CANCEL AND REPLACE ALL OTHER PRIOR PROPOSITIONS OR AGREEMENTS, WRITTEN OR VERBAL, CONCLUDED BETWEEN CARLIN AND YOURSELF AND RELATING TO THE PURPOSE OF THE PRESENT GENERAL CONDITIONS.